Exhibit 4.30
REGISTERED REGISTERED
J.P. MORGAN CHASE & CO.
FIXED RATE SUBORDINATED MEDIUM-TERM NOTE, SERIES A
THIS SECURITY IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION
AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENT AGENCY.
No. $
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
------------------- -------------% ------------------
INTEREST PAYMENT DATES: REPAYMENT PROVISIONS, IF ANY:
-------------------- ----------------------------------------
OTHER PROVISIONS: REDEMPTION DATES AND PRICES, IF ANY:
------------------ ----------------------------------------
RECORD DATES:
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This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of Cede & Co.,
the nominee of The Depository Trust Company (the "Depositary"). This Global
Security is exchangeable for Securities registered in the name of a Person other
than the Depositary or its nominee only in the limited circumstances described
in the Indenture, and no transfer of this Security (other than a transfer of
this Security as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited circumstances. The
Depositary will not sell, assign, transfer or otherwise convey any beneficial
interest in this Global Security unless such beneficial interest is in an amount
equal to an authorized denomination for Securities of this series, and the
Depositary, by its acceptance hereof, agrees to be so bound.
Unless this Security is presented by an authorized
representative of the Depositary to J.P. Morgan Chase & Co. or its agent for
registration of transfer, exchange or payment, and any Security issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of the Depositary (and any payment is made to Cede &
Co. or such other entity as is requested by an authorized representative of the
Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.
J.P. Morgan Chase & Co., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
CEDE & CO.
, or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above, and to pay interest thereon from the Original
Issue Date from the most recent Interest Payment Date to which interest has been
paid or duly provided for, on each Interest Payment Date, commencing on the
first Interest Payment Date succeeding the Original Issue Date of this Security,
unless the Original Issue Date is on or after the Record Date for such Interest
Payment Date, in which event interest will be payable commencing on the next
succeeding Interest Payment Date, at the rate shown above, until the principal
hereof is paid or made available for payment. If the Maturity Date or any
Interest Payment Date falls on a day that is not a Business Day, payment of
principal, premium, if any, and interest with respect to this Security will be
paid on the next succeeding Business Day with the
same force and effect as if made on the Maturity Date or such Interest Payment
Date, and no interest on such payment will accrue from and after the Maturity
Date or such Interest Payment Date. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture referred to below, be paid to the Person in whose name this Security
(or one or more predecessor Securities) is registered at the close of business
on the applicable Record Date, provided, however, that interest payable on the
Maturity Date, or upon earlier redemption or repayment, if any, will be payable
to the Person to whom principal shall be payable.
Funds for the payment of the principal of (and premium, if any) and
interest on this Security on any Interest Payment Date and at the Maturity Date
will be made available to the Paying Agent. As soon as possible thereafter, the
Paying Agent will pay such funds to the Depositary, and the Depositary will
allocate and pay such funds to the owners of beneficial interests in this
Security in accordance with its existing operating procedures.
This Security is one of a duly authorized issue of subordinated debt
securities of the Company (herein called the "Securities"), of the series
hereinafter specified, all issued or to be issued in one or more series under an
Indenture dated as of April 1, 1987, as amended and restated as of December 15,
1992, and as supplemented by the Second Supplemental Indenture dated as of
October 8, 1996 (herein called the "Indenture"), between the Company and U.S.
Bank Trust National Association (formerly known as First Trust of New York,
National Association), as successor Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Company, the Trustee, the holders of Senior Indebtedness and
Additional Senior Obligations and the holders of the Securities. Terms defined
in the Indenture are used herein as so defined. The Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be denominated in different currencies, may be subject to different sinking
funds, if any, may be subject to different covenants and Events of Default and
may otherwise vary as in the Indenture provided. This Security is one of the
series designated as the Subordinated Medium-Term Notes, Series A of the
Company.
Except as provided herein, this Security is not redeemable prior to the
Maturity Date. If this Security is redeemable, it may be redeemed at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days' notice, on the dates or on or after the date set forth above, at the
percentage or
percentages of the principal amount set forth above, plus accrued and unpaid
interest to the date fixed for redemption.
The Indebtedness evidenced by the Securities of this series is, to the
extent and in the manner set forth in the Indenture subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Company and, under
certain circumstances set forth in the Indenture, all Additional Senior
Obligations of the Company, and each holder of a Security of this series, by
accepting the same, agrees to and shall be bound by the provisions of the
Indenture with respect thereto.
Interest on the Securities of this series shall be computed on the
basis of a 360-day year of twelve 30-day months.
The following events shall be "Events of Default" with respect to the
Securities of this series: (i) a court having jurisdiction in the premises shall
have entered a decree or order for relief in respect of the Company in an
involuntary case under any applicable bankruptcy, insolvency or reorganization
law now or hereafter in effect of the United States of America or any political
subdivision thereof, and such decree or order shall have continued unstayed and
in effect for a period of sixty consecutive days; or (ii) the Company shall
commence a voluntary case under any applicable bankruptcy, insolvency or
reorganization law now or hereafter in effect of the United States of America or
a political subdivision thereof, or consent to the entry of an order for relief
in an involuntary case under any such law.
In case an Event of Default with respect to the Securities of this
series shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
There will be no right of acceleration in the case of a default in the payment
of interest or a default in the performance of any covenant or agreement in this
Security or the Indenture.
The Indenture provides that in the event of a default in the payment of
interest or principal (including the delivery of any Capital Securities in
exchange for Securities) or the performance of any covenant or agreement in the
Securities or the Indenture (each of which is defined in the Indenture to be a
"Default"), the Trustee may, subject to certain limitations and conditions, seek
to enforce payment of such interest or principal (including the delivery of any
Capital Securities in exchange for Securities of this series) or the performance
of such covenant or agreement.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the Securities at the time outstanding of each series to be affected,
evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
holders of the Securities of each such series; provided, however, that no such
supplemental indenture shall, without the consent of the holder of each Security
affected thereby, (i) change the stated maturity date of the principal of, or
any installment of principal of or interest on any Security, (ii) reduce the
principal amount of, or the interest (or premium, if any) on, any Security,
(iii) reduce the portion of the principal amount of an original issue discount
Security payable upon acceleration of the maturity thereof, (iv) reduce any
amount payable upon redemption of any Security, (v) change the place or places
where, or the coin or currency in which, any Security or any premium or the
interest thereon is payable, (vi) change the definition of "Market Value" set
forth in the Indenture, (vii) impair the right of any holder of Securities of
any series to receive on any Exchange Date for Securities of such series Capital
Securities with a Market Value equal to that required by the terms of the
Securities, (viii) impair the right of any holders of Securities of a series
entitled to the conversion rights described in the Indenture to receive shares
of Common Stock, securities or other property upon the exercise of such
conversion rights, (ix) impair the right of a holder to institute suit for the
enforcement of any payment on or with respect to any Security (including any
right of redemption at the option of the holder of such Security), or for the
delivery of Capital Securities in exchange for Securities pursuant to the terms
of the Indenture, or to require the Company to sell Capital Securities in a
Secondary Offering pursuant to the terms of the Indenture or to deliver Common
Stock, securities or other property upon conversion of Securities pursuant to
the terms of the Indenture, (x) reduce the aforesaid percentage of Securities of
any series the holders of which are required to consent to any such supplemental
indenture or reduce the percentage of securities of any series the holders of
which are required to waive any past Default or Event of Default, as described
in the next following sentence, or (xi) modify the foregoing provisions of
clauses (i) through (x). It is also provided in the Indenture that, prior to any
declaration accelerating the maturity of the Securities of any series, the
holders of a majority in aggregate principal amount of the Securities of that
series at the time outstanding may on behalf of the holders of all Securities of
that series waive any past Default or Event of Default under the Indenture and
its consequences except a Default in the payment of the principal of (or
premium, if any) or interest, if any, on the Securities of that series (or in
the delivery of Capital Securities in exchange for any Securities of that series
when required). Any such consent or waiver by the holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such holder and upon all future holders and owners of this Security and any
Security which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation
in regard thereto is made upon this Security or such other Security.
Subject to the rights of holders of Senior Indebtedness and Additional
Senior Obligations of the Company set forth in this Security and the Indenture
referred to above, no reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the places, at the respective
times, at the rates, and in the coin or currency herein prescribed.
Unless otherwise indicated herein, the Securities of this series are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000. In the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge,
Securities of this series may be exchanged for an equal aggregate principal
amount of Securities of this series of other authorized denominations at the
office or agency of the Company for such exchange in the Borough of Manhattan,
The City of New York.
Subject to the limitations set forth in the Indenture and herein, upon
due presentment for registration of transfer of this Security at the office or
agency of the Company for such registration in the Borough of Manhattan, The
City of New York, a new Security or Securities of this series of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange herefor without charge except for any tax or other
governmental charge imposed in connection therewith.
Prior to due presentment for registration of transfer of this Security,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the registered holder hereof as the absolute owner of this Security
(whether or not this Security shall be overdue and notwithstanding any notation
of ownership or any writing hereon) for the purpose of receiving payment of or
on account of the principal hereof (and premium, if any, hereon), and subject to
the provisions herein, interest hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary. All payments made to or upon
the order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge the Company's liability for moneys
payable on this Security.
No recourse for the payment of the principal of (or premium, if any) or
interest on this Security or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in this
Security, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company, or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released by each holder of this Security.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
This Security shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Trustee under the Indenture referred to above or an Authenticating Agent, by
manual signature.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by its duly authorized officers and has caused its corporate
seal, or a facsimile thereof, to be affixed hereto.
J.P. MORGAN CHASE & CO.
By: __________________________
Name: Dina Dublon
Title: Executive Vice President
and Chief Financial Officer
[SEAL] Attest: __________________________
Name: Anthony J. Horan
Title: Corporate Secretary
CERTIFICATE OF AUTHENTICATION:
This is one of the Securities issued under
the Indenture described herein.
U.S. Bank Trust National Association, as Trustee
By: The Chase Manhattan Bank
as Authenticating Agent
By:________________________
Authorized Signer
ABBREVIATIONS
The following abbreviations, when used in the inscription on this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT--.............Custodian............
(Cust) (Minor)
under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
_____________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
______________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.
Dated: ____________________ _________________________
_________________________
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement or any change whatever.
SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution
(e.g., banks, securities brokers or dealers, credit unions, national securities
exchanges and savings associations) which is a member of or participant in a
signature guarantee program recognized by the Security Registrar pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934.